23:44:31 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



Thomson Reuters Corp
Symbol TRI
Shares Issued 562,025,293
Close 2018-10-23 C$ 61.38
Market Cap C$ 34,497,112,484
Recent Sedar Documents

Thomson mails return-of-capital transaction circular

2018-10-23 16:40 ET - News Release

Mr. David Crundwell reports

THOMSON REUTERS MAILS SHAREHOLDER MEETING DOCUMENTS FOR PROPOSED RETURN OF CAPITAL TRANSACTION

Thomson Reuters Corp. has commenced the mailing of a management proxy circular and related documents to its shareholders in connection with an upcoming special meeting. At the meeting, shareholders will be asked to approve a proposed return-of-capital transaction. Thomson Reuters is aware of rotating strikes by Canada Post workers, which may result in delays for shareholders with Canadian addresses. The management proxy circular and related documents are available on-line and for pick-up, as set out herein.

The return-of-capital transaction consists of a cash distribution of $4.45 (U.S.) in cash per common share, or approximately $2.5-billion (U.S.) in the aggregate, to holders of common shares and a consolidation of outstanding common shares on a basis that is proportional to the cash distribution. The share consolidation ratio will be based on the volume-weighed average trading price of the common shares on the New York Stock Exchange for the five trading days immediately prior to the return of capital becoming effective.

The proposed return-of-capital transaction is intended to distribute cash on a basis that is generally expected to be tax-free for Canadian tax purposes. Certain shareholders who are taxable in a jurisdiction outside of Canada (including taxable U.S. resident shareholders and others) will be able to opt out of the transaction. This right to opt out is being provided to those shareholders because, in jurisdictions other than Canada, the tax consequences of not participating in the transaction may be preferable to those associated with participating in the transaction. If an eligible shareholder chooses to opt out, such shareholder will not receive the cash distribution and will continue to hold the same number of shares that the shareholder currently holds.

Details of the transaction (including information regarding the right to opt out) are described in the management proxy circular and related materials, which are available at the company's in the investor relations section. The documents were filed with the Canadian securities regulatory authorities on SEDAR and are available at the SEDAR website. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR. The documents are also available to be picked up, free of charge, at Computershare Trust Company of Canada's offices in Toronto, Montreal, Vancouver and Calgary. Please contact Computershare Trust Company of Canada using the phone numbers or e-mail address provided herein for the addresses of those offices.

The special meeting of Thomson Reuters shareholders will be held in Toronto, Ont., on Nov. 19, 2018, at 2 p.m. ET. The meeting will be webcast at the company's website. Holders of Thomson Reuters common shares as of 5 p.m. ET on Oct. 18, 2018, are entitled to vote at the meeting.

Registered shareholders who have questions or need assistance voting their shares may contact Computershare Trust Company of Canada at 1-800-564-6253 (toll-free in Canada and the United States) or 1-514-982-7888 (outside Canada and the United States), or at the following e-mail address: corporateactions@computershare.com. Non-registered shareholders who hold their shares indirectly through an intermediary (such as an investment dealer, stock broker, bank, trust company or other nominee) should contact their intermediary if they have questions or need assistance. Shareholders who have questions or need assistance may also contact D.F. King & Co. Inc., which is acting as information agent for the transaction, at 1-800-330-5897 (toll-free in Canada and the United States) or 1-212-269-5550 (outside Canada and the United States for banks, brokers and collect calls), or at the following e-mail address: tri@dfking.com.

About Thomson Reuters Corp.

Thomson Reuters is the world's leading provider of news and information-based tools to professionals. Its worldwide network of journalists and specialist editors keeps customers up to speed on global developments, with a particular focus on legal, regulatory and tax changes.

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